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DEBT
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt consisted of the following at December 31:
In millions
20232022
$1.2 billion Credit Facility, due in 2026
$31.0 $154.1 
$125 million term loan, due in 2026
125.0 200.0 
$600 million Senior Notes, due in 2024
600.0 600.0 
$500 million Senior Notes, due in 2029
500.0 500.0 
Promissory notes and deferred consideration, weighted average maturity of 2.6 years and 3.4 years for 2023 and 2022, respectively
32.9 44.7 
Foreign bank debt, weighted average maturity of 5.0 years for 2022
— 0.4 
Obligations under finance leases (Note 6)16.3 18.2 
Total debt1,305.2 1,517.4 
Less: current portion of total debt19.6 22.3 
Less: unamortized debt issuance costs7.8 11.1 
Long-term portion of total debt$1,277.8 $1,484.0 
Credit Agreement
The Company renewed its Credit Agreement, dated as of September 30, 2021, that amended and extended its previous credit agreement dated November 17, 2017. The Credit Agreement provides for a term loan facility under which the Company has outstanding term loans in an aggregate principal amount of $125 million and a revolving credit facility of $1.2 billion. The Term Loan and the Credit Facility will mature on September 30, 2026.
The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and all of its material domestic subsidiaries and are guaranteed by certain subsidiaries of the Company, excluding certain excluded subsidiaries pursuant to the Credit Agreement.
The Credit Agreement contains a financial covenant requiring maintenance of a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00 and a maximum Credit Agreement defined Consolidated Leverage Ratio of 4.00 to 1.00 for any fiscal quarter ending on or after September 30, 2022, which includes, among other provisions, $50.0 million cash add backs to EBITDA with respect to any four fiscal quarter period ending on or before December 31, 2023. The Credit Agreement contains a financial covenant with a leverage holiday if a permitted acquisition or series of related permitted acquisitions involving aggregate consideration in excess of $200 million (a “Material Acquisition”) occurs during a fiscal quarter. If a Material Acquisition occurs, the Company shall have the right to increase the maximum Consolidated Leverage Ratio covenant to 4.50 to 1.00 during such fiscal quarter and the subsequent three fiscal quarters.
As of December 31, 2023, the Company was in compliance with its covenants. The Credit Agreement Defined Debt Leverage Ratio was 2.85 to 1.00, which was below the allowed maximum ratio of 4.00 to 1.00 as set forth in the Credit Agreement.
Second Amendment
On June 15, 2023, we entered into a Second Amendment to the Credit Agreement. Among other provisions, the Second Amendment modifies the pricing reference from the Eurocurrency Rate Loans (LIBOR) to Term SOFR Loans as defined in the Credit Agreement and allows for higher capital leases now capped at $200 million in the aggregate.
Borrowings under the Credit Agreement bear interest at Term SOFR for Term SOFR Loans or the Base Rate, as defined in the Second Amendment, for Base Rate Loans, plus the Applicable Interest Rate, which depends on the Consolidated Leverage Ratio for the Company. The tiered pricing is based on the leverage grid provided in the Credit Agreement. Based on the then current Consolidated Leverage Ratio, the pricing under the Credit Agreement was set at an Applicable Rate of between 1.1% to 1.3% for Eurocurrency Rate/SONIA/SOFR Daily Rate Loans, between 0.1% to 0.3% for Base Rate Loans. The Credit Agreement includes a facility fee set at a rate of between 0.15% to 0.25% times the actual daily amount of the Revolving Credit Facility regardless of usage.
The weighted average interest rates on long-term debt, excluding finance leases were as follows:
December 31,
20232022
$1.2 billion Credit Facility, due in 2026 (variable rate)
6.85 %5.92 %
$125 million term loan, due in 2026 (variable rate)
6.66 %5.88 %
$600 million Senior Notes, due in 2024 (fixed rate)
5.38 %5.38 %
$500 Senior Notes, due in 2029 (fixed rate)
3.88 %3.88 %
Promissory notes and deferred consideration (fixed rate)3.54 %3.49 %
Foreign bank debt (fixed rate)— %9.80 %
Senior Notes
On November 24, 2020, the Company issued $500.0 million at par of aggregate principal amount of Senior Notes, due January 2029, which are unsecured and bear interest at 3.88% per annum, payable on January 15 and July 15 of each year (the “2020 Senior Notes”). The 2020 Senior Notes are fully and unconditionally guaranteed by each of the issuer’s current and, subject to certain exceptions, future domestic subsidiaries that guarantee the issuer’s senior credit facility, term loan facility, or certain other debt of the issuer or the subsidiary guarantors.
The 2020 Senior Notes will be redeemable, in whole or in part, at any time, and from time to time, on or after November 15, 2023, at the redemption prices specified under “Description of Notes—Optional Redemption”, plus accrued and unpaid interest, if any, to, but excluding, such redemption date. At any time and from time to time prior to November 15, 2023, the notes may be redeemed, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the issuer may redeem up to 40% of the notes at any time and from time to time before November 15, 2023, with the net cash proceeds from certain equity offerings at a redemption price equal to 103.88%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In connection with the issuance of the 2020 Senior Notes, the Company incurred $5.8 million of direct issuance costs, which have been capitalized in unamortized debt issuance costs and are being amortized to Interest expense, net over the term of the 2020 Senior Notes.
During 2019, the Company issued $600.0 million at par of aggregate principal amount of Senior Notes, due July 2024, which are unsecured and bear interest at 5.38% per annum, payable on January 15 and July 15 of each year (the “2019 Senior Notes”). The 2019 Senior Notes are fully and unconditionally guaranteed by each of the Company’s current domestic subsidiaries that guarantee the Company’s senior credit facility. The Indenture limits the ability of the Company and its subsidiaries to incur certain liens, enter into certain sale and leaseback transactions, and consolidate, merge or sell all or substantially all of their assets.
The Company has the ability and intent to refinance the 2019 Senior Notes on a long-term basis through available capacity under its Revolving Credit Facility. Therefore, as of December 31, 2023, the 2019 Senior Notes remain classified as long-term debt in the Consolidated Financial Statements. On February 1, 2024, the Company issued a redemption notice to 2019 Senior Notes holders for redemption of all of the $600.0 million aggregate principal amount of the outstanding 2019 Senior Notes with a redemption date of March 14, 2024. The refinancing of the Senior Notes using the Revolving Credit Facility will convert the debt from fixed rate to variable rate. If the Company's 2019 Senior Notes were to remain outstanding 91 days (April 15, 2024) prior to their maturity date (the “Springing Maturity Date”), then the Credit Agreement maturity date will be the Springing Maturity Date.
In the event of both a change of control of the Company and a rating downgrade by the rating agencies, the Company will be required to offer to repurchase all outstanding 2020 and 2019 Senior Notes at 101% of their principal amount, plus accrued and unpaid interest.
The Indentures contains customary events of default, which include (subject in certain cases to customary grace and cure periods), nonpayment of principal or interest; breach of other agreements in the Indenture; failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; failure to pay certain final judgments; and failure of certain guarantees to be enforceable.
Other Matters
Amounts committed to outstanding letters of credit and the unused portion of our Senior Credit Facility were as follows:
In millions
December 31,
20232022
Outstanding stand-by letters of credit under Senior Credit Facility$59.0 $60.1 
Unused portion of the Revolving Credit Facility1,110.0 985.7 
Payments due on long-term debt, excluding finance lease obligations, during each of the five years subsequent to December 31, 2023, are as follows:
In millions
2024$617.1 
20257.9 
2026163.3 
20270.6 
2028— 
Thereafter500.0 
Total$1,288.9